ONE: The name of this corporation is MARIPOSA COUNTY HIGH SCHOOL GRIZZLY BAND BOOSTERS, INC.

TWO: This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for charitable purposes. THIS CORPORATION IS ORGANIZED FOR THE FOLLOWING SPECIFIC AND PRIMARY PURPOSES: THE CHARITABLE PROMOTION AND SUPPORT OF PERFORMANCE-BASED MUSIC TO ALLOW PUBLIC SCHOOL MUSICAL EDUCATION TO BE EXPANDED WITHIN AND BEYOND THE CLASSROOM; TO PROVIDE CHARITABLE SUPPORT FOR PUPILS IN NEED TO PARTICIPATE IN BAND ACTIVITIES AS PRESCRIBED BY THE CALIFORNIA EDUCATION CODE. TO THESE ENDS, CORPORATE ACTIVITIES WILL INCLUDE, BUT NOT BE LIMITED TO: FACILITATING PUBLIC PERFORMANCES; PROVIDING EQUIPMENT, SUPPLIES AND SERVICES; SUPPORTING THE IMPROVEMENT OF MUSICAL EXCELLENCE; AND ENGAGING IN FUND RAISING ACTIVITIES TO INSURE THE PERSEVERANCE OF PERFORMANCE-BASED MUSICAL EDUCATION IN MARIPOSA COUNTY PUBLIC SCHOOLS.

THREE: The name and address in the State of California of this corporation's initial agent for service of process is Karen E. Helms, President, MCHS Grizzly Band Boosters, 5082 Old Highway, Mariposa, California, 95338.

FOUR: (a) This corporation is organized and operated exclusively for CHARITABLE and EDUCATIONAL purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.

(b) Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (1) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or (2) by a corporation contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

(c) No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of, or in opposition to, any candidate for public office.

FIVE: The property of this corporation is irrevocably dedicated to CHARITABLE PURPOSES FOR THE PROMOTION OF PERFORMANCE-BASED MUSIC OR THE ARTS IN MARIPOSA COUNTY and no part of the net income or assets of the organization shall ever inure to the benefit of any director, officer, or member thereof or to the benefit of any private person.

On the dissolution or winding up of the corporation, its assets remaining after payment of, or provision for payment of, all debts and liabilities of this corporation, shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for CHARITABLE PURPOSES FOR THE PROMOTION OF PERFORMANCE-BASED MUSIC OR THE ARTS IN MARIPOSA COUNTY and which has established its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code.

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Karen E. Helms, Incorporator

BylawsofMariposa County High SchoolGrizzly Band Boosters, Inc.A California Public Benefit CorporationARTICLE 1OFFICESSECTION 1. PRINCIPAL OFFICEThe principal office of the corporation for the transaction of its business is located in MARIPOSA County, California.SECTION 2. CHANGE OF ADDRESSThe county of the corporation's principal office can be changed only by amendment of these bylaws and not otherwise. The board of directors may, however, change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed an amendment of these bylaws.____________________ Dated: ________________________________ Dated: ________________________________ Dated: ____________SECTION 3. OTHER OFFICESThe corporation may also have offices at such other places, within or without the State of California, where it is qualified to do business, as its business may require and as the board of directors may, from time to time, designate.ARTICLE 2PURPOSESSECTION 1. OBJECTIVES AND PURPOSESThe primary objectives and purposes of this corporation shall be as described in this Section .n ARTICLE 3DIRECTORS SECTION 1. NUMBERThe corporation shall have NINE (9) directors and collectively they shall be known as the board of directors. The number may be changed by amendment of this bylaw, or by repeal of this bylaw and adoption of a new bylaw, as provided in these bylaws.A directorship is vested in a single individual; shared directorship is not allowed.SECTION 2. POWERSSubject to the provisions of the California Nonprofit Public Benefit Corporation law and any limitations in the articles of incorporation and bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board of directors.SECTION 3. DUTIESIt shall be the duty of the directors to, with due care,:(a) Perform any and all duties imposed on them collectively or individually by law, by the articles of incorporation of this corporation, or by these bylaws;(b) Appoint and remove, employ and discharge, and, except as otherwise provided in these bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents, and employees of the corporation;(c) Supervise all officers, agents, and employees of the corporation to assure that their duties are performed properly;(d) Meet at such times and places as required by these bylaws;(e) Register their addresses with the secretary of the corporation and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.(f) Develop and implement a CODE OF CONDUCT policy to govern the interactions of directors, officers and members of this corporation with the students and band members served by this corporation as well as members of the general public. Periodic review of these policies and Code of Conduct shall occur every five years or as necessary. Development and review of these policies shall conform to all state and federal laws, the California Education Code and Mariposa County Unified School District Board policies;(g) Develop and implement a PUBLICITY AND INTERNET PHOTO RELEASE policy to govern the use of images of band members and other individuals. Cause to be obtained a signed liability and interest release form for each individual appearing in any visual medium used for official publicity or other purposes, before such visual media, photo, video or other, appears in any public forum such as newspaper, TV, official website or any other official public exhibition authorized by this corporation. (Any standard release form may be used in accordance with law.) Directors shall review, or cause to be reviewed, any form used, to determine legal sufficiency and intent of purpose. Cause release forms to be renewed at the beginning of each school year, and at any other time as necessary. Cause release forms to be placed in the corporate records book. Direct any personnel involved with such images to remove or obscure the image of any individual not covered by a release form, before the image is used as described above.;(h) Provide oversight for the planning, control and review of disbursements, approve and review budgets and insure that the purposes and objectives of this corporation are honored in the budgeting and disbursement process;(i) Provide oversight for the planning, control and review of fund raising efforts to insure that emphasis is placed on continually seeking and attracting NEW sources of public support in compliance with the "Attraction of Public Support" test for 501(c)(3) Public Benefit Charities, AND to insure that the rules for qualifying as a 501(c)(3) Public Benefit Charity, as described in Chapter 3 of IRS Publication 557, are followed;SECTION 4. TERMS OF OFFICEEach director shall hold office until the next annual meeting for election of the board of directors as specified in these bylaws, and until his or her successor is elected and qualifies.A director may serve more than one term if duly elected and qualified.Elections for directors shall occur at the regular MAY MEMBERSHIP MEETING. The offices of president, secretary and treasurer shall concurrently serve as directors of this corporation. One additional officer shall further be elected to serve as a director. A total of five (5) other DISINTERESTED directors, as defined in California Corporations Code sec. 5227, shall be elected from among community leaders, public officials, civic leaders, clergy, veterans groups or other such persons representing a broad cross-section of the community, to maintain the 51% RULE. Selection of prospective directors shall be made from among individuals who share the purposes and objectives of this corporation as described in the bylaws of this corporation.Cumulative voting for the election of directors shall not be permitted. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected. Each member-in-good-standing shall cast one vote, with voting being by ballot only.SECTION 5. COMPENSATIONDirectors shall serve without compensation except that they shall be allowed and paid their actual and necessary expenses incurred in attending directors meetings. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties as specified in Section 3 of this Article. Directors may not be compensated for rendering services to the corporation in any capacity other than director unless such other compensation is reasonable and is allowable under the provisions of Section 6 of this Article. Any payments to directors shall be approved in advance in accordance with this corporation's conflict of interest policy, as set forth in Article 9 of these bylaws.SECTION 6. RESTRICTION REGARDING INTERESTED DIRECTORSNotwithstanding any other provision of these bylaws, not more than forty-nine percent (49%) of the persons serving on the board may be interested persons. For purposes of this Section, "interested persons" means either:(a) Any person currently being compensated by the corporation for services rendered it within the previous twelve (12) months, whether as a full- or part-time officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; or(b) Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.(c) A "disinterested director" is one not classified as "interested" (California Corporations Code, sec. 5227)SECTION 7. PLACE OF MEETINGSMeetings shall be held at the principal office of the corporation unless otherwise provided by the board or at such place within or without the State of California which has been designated from time to time by resolution of the board of directors. In the absence of such designation, any meeting not held at the principal office of the corporation shall be valid only if held on the written consent of all directors given either before or after the meeting and filed with the secretary of the corporation or after all board members have been given written notice of the meeting as hereinafter provided for special meetings of the board. Any meeting, regular or special, may be held by conference telephone, electronic video screen communication, or other communications equipment. Participation in a meeting through use of conference telephone constitutes presence in person at that meeting so long as all directors participating in the meeting are able to hear one another. Participation in a meeting through use of electronic video screen communication or other communications equipment (other than conference telephone) constitutes presence in person at that meeting if all of the following apply:a) Each director participating in the meeting can communicate with all of the other directors concurrently;b) Each director is provided the means of participating in all matters before the board, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation; andc) The corporation adopts and implements some means of verifying (1) that all persons participating in the meeting are directors of the corporation or are otherwise entitled to participate in the meeting, and (2) that all actions of, or votes by, the board are taken and cast only by directors and not by persons who are not directors. SECTION 8. REGULAR AND ANNUAL MEETINGS The regular annual meeting of the full board of directors shall be scheduled to be held between July 1 and September 15 of each year.Regular meetings of the executive committee and the officers of this corporation shall be held immediately after the regular membership meetings of this corporation.SECTION 9. SPECIAL MEETINGSSpecial meetings of the board of directors may be called by the chairperson of the board, the president, the vice president, the secretary, or by any two directors, and such meetings shall be held at the place, within or without the State of California, designated by the person or persons calling the meeting, and in the absence of such designation, at the principal office of the corporation.SECTION 10. NOTICE OF MEETINGSIf electronic mail is used for notifications, the "B.C.C", or blind carbon copy, forwarding method is to be used to safeguard personal addresses.Meetings of the board shall be held upon four (4) days' notice by first-class or electronic mail or forty-eight (48) hours' notice delivered personally or by telephone or telegraph. If sent by mail or telegraph, the notice shall be deemed to be delivered on its deposit in the mails or on its delivery to the telegraph company. Such notices shall be addressed to each director at his or her address as shown on the books of the corporation. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place of the adjourned meeting are fixed at the meeting adjourned and if such adjourned meeting is held no more than twenty-four (24) hours from the time of the original meeting. Notice shall be given of any adjourned regular or special meeting to directors absent from the original meeting if the adjourned meeting is held more than twenty-four (24) hours from the time of the original meeting.VP of Communications shall be responsible for all notifications.SECTION 11. CONTENTS OF NOTICENotice of meetings not herein dispensed with shall specify the place, day, and hour of the meeting. The purpose of any board meeting need not be specified in the notice.SECTION 12. WAIVER OF NOTICE AND CONSENT TO HOLDING MEETINGSThe transactions of any meeting of the board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.SECTION 13. QUORUM FOR MEETINGS A quorum shall consist of five (5) directors. Except as otherwise provided in these bylaws or in the articles of incorporation of this corporation, or by law, no business shall be considered by the board at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion which the chair shall entertain at such meeting is a motion to adjourn. However, a majority of the directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the board. When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting, other than by announcement at the meeting at which the adjournment is taken, except as provided in Section 10 of this Article.The directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the articles of incorporation or bylaws of this corporation.SECTION 14. MAJORITY ACTION AS BOARD ACTION Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the board of directors, unless the articles of incorporation or bylaws of this corporation, or provisions of the California Nonprofit Public Benefit Corporation Law, particularly those provisions relating to appointment of committees (Section 5212), approval of contracts or transactions in which a director has a material financial interest (Section 5233), and indemnification of directors (Section 5238e), require a greater percentage or different voting rules for approval of a matter by the board.SECTION 15. CONDUCT OF MEETINGSMeetings of the board of directors shall be presided over by the chairperson of the board, or, if no such person has been so designated or, in his or her absence, the president of the corporation or, in his or her absence, by the vice president of the corporation or, in the absence of each of these persons, by a chairperson chosen by a majority of the directors present at the meeting. The secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting.Meetings shall be governed by Robert's Rules of Order, Newly Revised, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these bylaws, with the articles of incorporation of this corporation, or with provisions of law.SECTION 16. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETINGAny action required or permitted to be taken by the board of directors under any provision of law may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to such action. For the purposes of this Section only, "all members of the board" shall not include any "interested director" as defined in Section 5233 of the California Nonprofit Public Benefit Corporation Law. Such written consent or consents shall be filed with the minutes of the proceedings of the board. Such action by written consent shall have the same force and effect as the unanimous vote of the directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the board of directors without a meeting and that the bylaws of this corporation authorize the directors to so act, and such statement shall be prima facie evidence of such authority. SECTION 17. VACANCIESVacancies on the board of directors shall exist (1) on the death, resignation, or removal of any director, and (2) whenever the number of authorized directors is increased.The board of directors may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty under Section 5230 and following of the California Nonprofit Public Benefit Corporation Law.If this corporation has any members, then, if the corporation has fewer than fifty (50) members, directors may be removed without cause by a majority of all members, or, if the corporation has fifty (50) or more members, by vote of a majority of the votes represented at a membership meeting at which a quorum is present. If this corporation has no members, directors may be removed without cause by a majority of the directors then in office.Any director may resign effective upon giving written notice to the chairperson of the board, the president, the secretary, or the board of directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the attorney general.Vacancies on the board may be filled by approval of the board or, if the number of directors then in office is less than a quorum, by (1) the unanimous written consent of the directors then in office, (2) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with this Article of these bylaws, or (3) a sole remaining director. If this corporation has members, however, vacancies created by the removal of a director may be filled only by the approval of the members. The members, if any, of this corporation may elect a director at any time to fill any vacancy not filled by the directors.A person elected to fill a vacancy as provided by this Section shall hold office until the next annual election of the board of directors or until his or her death, resignation, or removal from office.SECTION 18. NONLIABILITY OF DIRECTORSThe directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.SECTION 19. INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTSTo the extent that a person who is, or was, a director, officer, employee, or other agent of this corporation has been successful on the merits in defense of any civil, criminal, administrative, or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the corporation, or has been successful in defense of any claim, issue, or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding.If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements, and other amounts reasonably incurred in connection with such proceedings shall be provided by this corporation but only to the extent allowed by, and in accordance with the requirements of, Section 5238 of the California Nonprofit Public Benefit Corporation Law.SECTION 20. INSURANCE FOR CORPORATE AGENTSThe board of directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee, or other agent of the corporation) against any liability other than for violating provisions of law relating to self-dealing (Section 5233 of the California Nonprofit Public Benefit Corporation Law) asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of Section 5238 of the California Nonprofit Public Benefit Corporation Law.ARTICLE 4OFFICERSSECTION 1. NUMBER OF OFFICERSThe officers of the corporation shall be a president, a secretary, and a chief financial officer who shall be designated the treasurer. The corporation may also have, as determined by the board of directors, a chairperson of the board, one or more vice presidents, assistant secretaries, assistant treasurers, or other officers. Any number of offices may be held by the same person except that neither the secretary nor the treasurer may serve as the president or chairperson of the board.The office of vice president of communications and vice president of fundraising shall be established.Officer positions, except president, may be shared by up to two persons, by mutual consent, such as but not limited to, a husband and wife. Each office may cast only one vote, and shared offices may cast only one vote. Lack of consensus in a shared office shall result in an abstained vote for that office.SECTION 2. QUALIFICATION, ELECTION, AND TERM OF OFFICEAny member-in-good-standing may serve as an officer of this corporation. Officers shall be elected by the membership, at any time, and each officer shall hold office until he or she resigns, is removed, or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.Officers shall be elected at the regular MAY MEMBERSHIP MEETING through a simple majority when a quorum is present.SECTION 3. SUBORDINATE OFFICERSThe board of directors may appoint such other officers or agents as it may deem desirable, and such officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the board of directors.SECTION 4. REMOVAL AND RESIGNATIONAny officer may be removed, either with or without cause, by the board of directors, at any time. Any officer may resign at any time by giving written notice to the board of directors or to the president or secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the board of directors relating to the employment of any officer of the corporation.SECTION 5. VACANCIESAny vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the board of directors. In the event of a vacancy in any office other than that of president, such vacancy may be filled temporarily by appointment by the president until such time as the board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine.SECTION 6. DUTIES OF PRESIDENTThe president shall be the chief executive officer of the corporation and shall, subject to the control of the board of directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the articles of incorporation of this corporation, or by these bylaws, or which may be prescribed from time to time by the board of directors. Unless another person is specifically appointed as chairperson of the board of directors, he or she shall preside at all meetings of the board of directors. If applicable, the president shall preside at all meetings of the members. Except as otherwise expressly provided by law, by the articles of incorporation, or by these bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the board of directors.The president shall chair the Budget Committee to create, control and review Yearly, Event and activity budgets. Yearly budgets shall be referred to the board for review and approval.The president shall be an ex officio member of all committees.SECTION 7. DUTIES OF VICE PRESIDENTIn the absence of the president, or in the event of his or her inability or refusal to act, the vice president shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions on, the president. The vice president shall have other powers and perform such other duties as may be prescribed by law, by the articles of incorporation, or by these bylaws, or as may be prescribed by the board of directors.VP of communications shall be responsible for all meeting notices, updating the activities calendar and providing informational notices to all members and, optionally, to all band and color guard parents. The VP of communications will coordinate all publicity and fundraising efforts to insure a uniform, beneficial public presence for this corporation.VP of fundraising will coordinate with the VP of communications to insure a uniform, beneficial public presence for this corporation.VP of fund raising shall chair the fundraising committee, train personnel in fund raising and money handling procedures and direct fund raising activities to protect our tax-exempt status according to Internal Revenue Codes.The VP of fund raising is hereby directed to continually seek and attract new sources of public support in compliance with the "attraction of public support" test for 501(c)(3) Public Benefit Charities.SECTION 8. DUTIES OF SECRETARYThe secretary shall:Certify and keep at the principal office of the corporation the original, or a copy of these bylaws as amended or otherwise altered to date.Keep at the principal office of the corporation or at such other place as the board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.Ensure that the minutes of meetings of the corporation, any written consents approving action taken without a meeting, and any supporting documents pertaining to meetings, minutes, and consents shall be contemporaneously recorded in the corporate records of this corporation. "Contemporaneously" in this context means that the minutes, consents, and supporting documents shall be recorded in the records of this corporation by the later of (1) the next meeting of the board, committee, membership, or other body for which the minutes, consents, or supporting documents are being recorded, or (2) sixty (60) days after the date of the meeting or written consent.Maintain, prior to any meeting of the membership, a record of members eligible to vote at the meeting in question and perform all other duties required to keep or compile such a record.Be responsible for directing notice to be given to each member describing his voting rights as bestowed upon admission to membership in this corporation, and for notifying all members should voting rights be changed in the bylaws of this corporation.Coordinate with the VP of Communications to insure that all notices are duly given in accordance with the provisions of these bylaws or as required by law.Be custodian of the records and of the seal of the corporation and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the corporation under its seal is authorized by law or these bylaws.Coordinate with the treasurer to perform any duties associated with reporting and filing any quarterly, annual or other legally mandated reportings or filings.Keep at the principal office of the corporation a membership book containing the name and address of each and any member, and, in the case where any membership has been terminated, the secretary shall record such fact in the membership book together with the date on which such membership ceased.Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefore, the bylaws, the membership book, and the minutes of the proceedings of the directors of the corporation.In general, perform all duties incident to the office of secretary and such other duties as may be required by law, by the articles of incorporation of this corporation, or by these bylaws, or which may be assigned to him or her from time to time by the board of directors.SECTION 9. DUTIES OF TREASURERSubject to the provisions of these bylaws relating to the "Execution of Instruments, Deposits, and Funds," the treasurer shall:Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the board of directors.Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the board of directors, taking proper vouchers for such disbursements. Insure that expenditures and disbursements correspond to approved budgets. Excesses greater than 5% shall be held and referred to the board for review.Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses.Maintain proper electronic data processing safeguards including, but not limited to, monthly financial data back-up, data and archival security, and confidentiality.Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request therefore.Render to the president and directors, whenever requested, an account of any or all of his or her transactions as treasurer and of the financial condition of the corporation. Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.Coordinate with the secretary to perform any duties associated with reporting and filing any quarterly, annual or other legally mandated reportings or filings.In general, perform all duties incident to the office of treasurer and such other duties as may be required by law, by the articles of incorporation of the corporation, or by these bylaws, or which may be assigned to him or her from time to time by the board of directors.SECTION 10. COMPENSATIONThe officers of this corporation are to be volunteer positions. Officers shall not be compensated except as specified analogously for directors in Article 3, Section 5 (Compensation) of these bylaws.The future salaries of the officers, if any, shall be fixed by resolution of the board of directors and ratified by a 2/3 vote of the membership as outlined in Article 13 of these bylaws except that an additional record shall be made of each voting members name and vote as prescribed by law. No officer shall be prevented from receiving such salary by reason of the fact that he or she is also a director of the corporation, provided, however, that such compensation paid a director for serving as an officer of this corporation shall only be allowed if permitted under the provisions of Article 3, Section 6, of these bylaws. In all cases, any salaries received by officers of this corporation shall be reasonable and given in return for services actually rendered for the corporation which relate to the performance of the charitable or public purposes of this corporation. All officer salaries shall be approved in advance in accordance with this corporation's conflict of interest policy, as set forth in Article 9 of these bylaws.ARTICLE 5COMMITTEESSECTION 1. EXECUTIVE COMMITTEE OF THE BOARDThe board of directors may, by a majority vote of directors, designate a portion of its members (who may also be serving as officers of this corporation) to constitute an executive committee of the board as described later in this section and delegate to such committee any of the powers and authority of the board in the management of the business and affairs of the corporation, except with respect to:(a) The approval of any action which, under law or the provisions of these bylaws, requires the approval of the members or of a majority of all of the members.(b) The filling of vacancies on the board or on any committee that has the authority of the board. (c) The fixing of compensation of the directors for serving on the board or on any committee.(d) The amendment or repeal of bylaws or the adoption of new bylaws.(e) The amendment or repeal or any resolution of the board which by its express terms is not so amendable or repealable.(f) The appointment of committees of the board or the members thereof.(g) The expenditure of corporate funds to support a nominee for director after there are more people nominated for director than can be elected.(h) The approval of any transaction to which this corporation is a party and in which one or more of the directors has a material financial interest, except as expressly provided in Section 5233(d)(3) of the California Nonprofit Public Benefit Corporation Law.By a majority vote of its members then in office, the board may at any time revoke or modify any or all of the authority so delegated. The committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the board may require. The executive committee of the board is to be comprised of the president, secretary, treasurer and one other officer, as duly elected to office, and to the board as directors, by the membership.The executive committee shall be charged with compiling and updating a calendar, detailing dates and requirements of any and all legal, official or governmentally required filings or publications, including but not limited to, local, state and federally mandated reports and filings; tax return filings and reports; license renewals; and reports and notices as required by the bylaws of this corporation, to be used by the secretary and treasurer to complete their duties according to the bylaws of this corporation.SECTION 2. OTHER COMMITTEESThe corporation shall have such other committees as may from time to time be designated by resolution of the board of directors. Such other committees may consist of persons who are not also members of the board. These additional committees shall act in an advisory capacity only to the board and shall be clearly titled as "name Work Group; an Advisory Committee." Any member may serve on any committee. Committee size is not limited. In clarification, committees are advisory only and committee members may not act for, encumber, obligate financially or legally, speak for or otherwise legally represent this corporation.A Budget Committee shall be formed comprising the offices of president, secretary, treasurer and all vice presidencies. The Budget Committee will propose the Annual, Event and Activity budgets, plans and calendar for presentation to the board at the regular annual meeting.A Fundraising Committee shall be formed to direct and review fund raising activities. The VP of Fundraising will chair this committee.An Internal Affairs Committee shall be formed to address complaints, whistleblowing protections and all internal investigations for this corporation.SECTION 3. MEETINGS AND ACTION OF COMMITTEESMeetings and action of committees shall be governed by, noticed, held, and taken in accordance with the provisions of these bylaws concerning meetings of the board of directors, with such changes in the context of such bylaw provisions as are necessary to substitute the committee and its members for the board of directors and its members, except that the time for regular meetings of committees may be fixed by resolution of the board of directors or by the committee. The time for special meetings of committees may also be fixed by the board of directors. The board of directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these bylaws.ARTICLE 6EXECUTION OF INSTRUMENTS, DEPOSITS, AND FUNDSSECTION 1. EXECUTION OF INSTRUMENTSThe board of directors, except as otherwise provided in these bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.SECTION 2. CHECKS AND NOTESExcept as otherwise specifically determined by resolution of the board of directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the treasurer and countersigned by the president of the corporation. Checks may be signed by the treasurer alone in accordance with BANK POLICY, as long as other conditions prescribed by the bylaws of this corporation are met and the board approves.SECTION 3. DEPOSITSAll funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the board of directors may select.SECTION 4. GIFTSThe board of directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the charitable or public purposes of this corporation.ARTICLE 7CORPORATE RECORDS, REPORTS, AND SEALSECTION 1. MAINTENANCE OF CORPORATE RECORDSThe records of this corporation shall be kept for ten (10) years. Documents are then to be destroyed by any board approved method.The corporation shall keep at its principal office in the State of California:(a) Minutes of all meetings of directors, committees of the board, and, if this corporation has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;(b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses;(c) A record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership;(d) A copy of the corporation's articles of incorporation and bylaws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all reasonable times during office hours.SECTION 2. CORPORATE SEALThe board of directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.SECTION 3. DIRECTORS' INSPECTION RIGHTSEvery director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation.SECTION 4. MEMBERS' INSPECTION RIGHTSIn accordance with the following member rights, this corporation shall endeavor to post and maintain, on its official corporate website, copies of all pertinent and required reports and bylaws of this corporation, as well as meeting minutes and other relevant information. The reporting requirements specified in Article 7, Section 6 (Annual Reports) of these bylaws MAY be satisfied by publishing said reports on the official website of this corporation. All public disclosure requirements required by law MAY BE SATISFIED by publishing said reports on the official website of this corporation, as allowed by law.If this corporation has any members, then each and every member shall have the following inspection rights, for a purpose reasonably related to such person's interest as a member:(a) To inspect and copy the record of all members' names, addresses, and voting rights, at reasonable times, upon five (5) business days' prior written demand on the corporation, which demand shall state the purpose for which the inspection rights are requested.(b) To obtain from the secretary of the corporation, upon written demand and payment of a reasonable charge, an alphabetized list of the names, addresses, and voting rights of those members entitled to vote for the election of directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made available on or before the later of ten (10) business days after the demand is received or after the date specified therein as of which the list is to be compiled. (c) To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the board or committees of the board, upon written demand on the corporation by the member, for a purpose reasonably related to such person's interests as a member.SECTION 5. RIGHT TO COPY AND MAKE EXTRACTSAny inspection under the provisions of this Article shall be made with an officer in attendance and may be made in person or by agent or attorney and the right to inspection includes the right to copy and make extracts at a nominal charge to cover copying and processing expenses.This right extends for three (3) years from the date that any form or filing was required to be made, or as required by law.SECTION 6. ANNUAL REPORTThe board shall cause an annual report to be furnished not later than one hundred and twenty (120) days after the close of the corporation's fiscal year to all directors of the corporation and, if this corporation has members, to any member who requests it in writing, which report shall contain the following information in appropriate detail:(a) The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year;(b) The principal changes in assets and liabilities, including trust funds, during the fiscal year;(c) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year;(d) The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year;(e) Any information required by Section 7 of this Article.The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the books and records of the corporation.If this corporation has members, then, if this corporation receives Twenty-Five Thousand Dollars ($25,000), or more, in gross revenues or receipts during the fiscal year, this corporation shall automatically send the above annual report to all members, in such manner, at such time, and with such contents, including an accompanying report from independent accountants or certification of a corporate officer, as specified by the above provisions of this Section, and of related Sections, relating to the annual report.SECTION 7. ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS TO MEMBERSDirectors shall give this corporation "right of first refusal" on any specific transaction issues or opportunities as governed by this Section.Notice of specific transactions and prior approvals for specific transactions shall be secured BEFORE any decision on specific transactions, as identified in this Section, are determined by this board; (submit required filings and apply for prior approvals with the State Of California, Attorney General's Office.)This corporation shall mail or deliver to all directors and any and all members a statement within one hundred and twenty (120) days after the close of its fiscal year which briefly describes the amount and circumstances of any indemnification or transaction of the following kind:Any transaction in which the corporation, or its parent or its subsidiary, was a party, and in which either of the following had a direct or indirect material financial interest:(a) Any director or officer of the corporation, or its parent or its subsidiary (a mere common directorship shall not be considered a material financial interest); or(b) Any holder of more than ten percent (10%) of the voting power of the corporation, its parent, or its subsidiary.The above statement need only be provided with respect to a transaction during the previous fiscal year involving more than Fifty Thousand Dollars ($50,000) or which was one of a number of transactions with the same persons involving, in the aggregate, more than Fifty Thousand Dollars ($50,000).Similarly, the statement need only be provided with respect to indemnifications or advances aggregating more than Ten Thousand Dollars ($10,000) paid during the previous fiscal year to any director or officer, except that no such statement need be made if such indemnification was approved by the members pursuant to Section 5238(e)(2) of the California Nonprofit Public Benefit Corporation Law.Any statement required by this Section shall briefly describe the names of the interested persons involved in such transactions, stating each person's relationship to the corporation, the nature of such person's interest in the transaction, and, where practical, the amount of such interest, provided that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated. If this corporation has any members and provides all members with an annual report according to the provisions of Section 6 of this Article, then such annual report shall include the information required by this Section.ARTICLE 8FISCAL YEARSECTION 1. FISCAL YEAR OF THE CORPORATIONThe fiscal year of the corporation shall begin on the first day of July and end on the last day of June in each year.ARTICLE 9CONFLICT OF INTEREST AND COMPENSATION APPROVAL POLICIESSECTION 1. PURPOSE OF CONFLICT OF INTEREST POLICYThe purpose of this conflict of interest policy is to protect this tax-exempt corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the corporation or any "disqualified person" as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations and which might result in a possible "excess benefit transaction" as defined in Section 4958(c)(1)(A) of the Internal Revenue Code and as amplified by Section 53.4958 of the IRS Regulations. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.SECTION 2. DEFINITIONS(a) Interested Person.Any director, principal officer, member of a committee with governing board delegated powers, or any other person who is a "disqualified person" as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations, who has a direct or indirect financial interest, as defined below, is an interested person.(b) Financial Interest.A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:(1) an ownership or investment interest in any entity with which the corporation has a transaction or arrangement,(2) a compensation arrangement with the corporation or with any entity or individual with which the corporation has a transaction or arrangement, or(3) a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the corporation is negotiating a transaction or arrangement.Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.A financial interest is not necessarily a conflict of interest. Under Section 3, paragraph b, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.SECTION 3. CONFLICT OF INTEREST AVOIDANCE PROCEDURES(a) Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.(b) Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.(c) Procedures for Addressing the Conflict of Interest. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.After exercising due diligence, the governing board or committee shall determine whether the corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.(d) Violations of the Conflicts of Interest Policy. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.SECTION 4. RECORDS OF BOARD AND BOARD COMMITTEE PROCEEDINGSThe minutes of meetings of the governing board and all committees with board delegated powers shall contain:(a) The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.(b) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.SECTION 5. COMPENSATION APPROVAL POLICIESA voting member of the governing board who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member’s compensation.A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member’s compensation.No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.When approving compensation for directors, officers and employees, contractors, and any other compensation contract or arrangement, in addition to complying with the conflict of interest requirements and policies contained in the preceding and following sections of this article as well as the preceding paragraphs of this section of this article, the board or a duly constituted compensation committee of the board shall also comply with the following additional requirements and procedures:(a) the terms of compensation shall be approved by the board or compensation committee prior to the first payment of compensation.(b) all members of the board or compensation committee who approve compensation arrangements must not have a conflict of interest with respect to the compensation arrangement as specified in IRS Regulation Section 53.4958-6(c)(iii), which generally requires that each board member or committee member approving a compensation arrangement between this organization and a "disqualified person" (as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations):1. is not the person who is the subject of compensation arrangement, or a family member of such person;2. is not in an employment relationship subject to the direction or control of the person who is the subject of compensation arrangement3. does not receive compensation or other payments subject to approval by the person who is the subject of compensation arrangement 4. has no material financial interest affected by the compensation arrangement; and5. does not approve a transaction providing economic benefits to the person who is the subject of the compensation arrangement, who in turn has approved or will approve a transaction providing benefits to the board or committee member.(c) the board or compensation committee shall obtain and rely upon appropriate data as to comparability prior to approving the terms of compensation. Appropriate data may include the following:1. compensation levels paid by similarly situated organizations, both taxable and tax-exempt, for functionally comparable positions. "Similarly situated" organizations are those of a similar size and purpose and with similar resources2. the availability of similar services in the geographic area of this organization3. current compensation surveys compiled by independent firms4. actual written offers from similar institutions competing for the services of the person who is the subject of the compensation arrangement.As allowed by IRS Regulation 4958-6, if this organization has average annual gross receipts (including contributions) for its three prior tax years of less than $1 million, the board or compensation committee will have obtained and relied upon appropriate data as to comparability if it obtains and relies upon data on compensation paid by three comparable organizations in the same or similar communities for similar services.(d) the terms of compensation and the basis for approving them shall be recorded in written minutes of the meeting of the board or compensation committee that approved the compensation. Such documentation shall include: 1. the terms of the compensation arrangement and the date it was approved2. the members of the board or compensation committee who were present during debate on the transaction, those who voted on it, and the votes cast by each board or committee member3. the comparability data obtained and relied upon and how the data was obtained.4. If the board or compensation committee determines that reasonable compensation for a specific position in this organization or for providing services under any other compensation arrangement with this organization is higher or lower than the range of comparability data obtained, the board or committee shall record in the minutes of the meeting the basis for its determination.5. If the board or committee makes adjustments to comparability data due to geographic area or other specific conditions, these adjustments and the reasons for them shall be recorded in the minutes of the board or committee meeting.6. any actions taken with respect to determining if a board or committee member had a conflict of interest with respect to the compensation arrangement, and if so, actions taken to make sure the member with the conflict of interest did not affect or participate in the approval of the transaction (for example, a notation in the records that after a finding of conflict of interest by a member, the member with the conflict of interest was asked to, and did, leave the meeting prior to a discussion of the compensation arrangement and a taking of the votes to approve the arrangement).7. The minutes of board or committee meetings at which compensation arrangements are approved must be prepared before the later of the date of the next board or committee meeting or 60 days after the final actions of the board or committee are taken with respect to the approval of the compensation arrangements. The minutes must be reviewed and approved by the board and committee as reasonable, accurate, and complete within a reasonable period thereafter, normally prior to or at the next board or committee meeting following final action on the arrangement by the board or committee. SECTION 6. ANNUAL STATEMENTSEach director, principal officer, and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:(a) has received a copy of the conflicts of interest policy,(b) has read and understands the policy,(c) has agreed to comply with the policy, and(d) understands the corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.SECTION 7. PERIODIC REVIEWSTo ensure the corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:(a) Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s-length bargaining.(b) Whether partnerships, joint ventures, and arrangements with management organizations conform to the corporation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or in an excess benefit transaction.SECTION 8. USE OF OUTSIDE EXPERTSWhen conducting the periodic reviews as provided for in Section 7, the corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.ARTICLE 10AMENDMENT OF BYLAWSSECTION 1. AMENDMENT Subject to any provision of law applicable to the amendment of bylaws of public benefit nonprofit corporations, these bylaws, or any of them, may be altered, amended, or repealed and new bylaws adopted as follows:(a) Subject to the power of members, if any, to change or repeal these bylaws under Section 5150 of the Corporations Code, by approval of the board of directors unless the bylaw amendment would materially and adversely affect the rights of members, if any, as to voting or transfer, provided, however, if this corporation has admitted any members, then a bylaw specifying or changing the fixed number of directors of the corporation, the maximum or minimum number of directors, or changing from a fixed to variable board or vice versa, may not be adopted, amended, or repealed except as provided in subparagraph (b) of this Section; or(b) By approval of the members, if any, of this corporation, by a 2/3 vote of the full, current members in good standing, with prior notification according to the bylaws of this corporation and proxy voting shall be allowed only in accordance with the bylaws of this corporation..ARTICLE 11AMENDMENT OF ARTICLESSECTION 1. AMENDMENT OF ARTICLES BEFORE ADMISSION OF MEMBERSBefore any members have been admitted to the corporation, any amendment of the articles of incorporation may be adopted by approval of the board of directors.SECTION 2. AMENDMENT OF ARTICLES AFTER ADMISSION OF MEMBERSAfter members, if any, have been admitted to the corporation, amendment of the articles of incorporation may be adopted by the unanimous approval of the board of directors AND by the approval of the members of this corporation according to the same provisions as for amending bylaws.SECTION 3. CERTAIN AMENDMENTSNotwithstanding the above sections of this Article, this corporation shall not amend its articles of incorporation to alter any statement which appears in the original articles of incorporation of the names and addresses of the first directors of this corporation, nor the name and address of its initial agent, except to correct an error in such statement or to delete such statement after the corporation has filed a "Statement by a Domestic Nonprofit Corporation" pursuant to Section 6210 of the California Nonprofit Corporation Law.ARTICLE 12PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETSSECTION 1. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETSNo member, director, officer, employee, or other person connected with this corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the corporation in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these bylaws and is fixed by resolution of the board of directors; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the corporation. All members, if any, of the corporation shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the corporation, whether voluntarily or involuntarily, the assets of the corporation, after all debts have been satisfied, shall be distributed as required by the articles of incorporation of this corporation and not otherwise.Membership ProvisionsofMariposa County High SchoolGrizzly Band Boosters, Inc.A California Public Benefit CorporationARTICLE 13MEMBERSSECTION 1. DETERMINATION AND RIGHTS OF MEMBERSThe corporation shall have five (5) classes of members. No member shall hold more than one membership in the corporation. Except as expressly restricted, or provided for in, or authorized by the articles of incorporation or bylaws of this corporation, all memberships shall have the same rights, privileges, restrictions, and conditions.Complaint Procedure An internal affairs committee may be charged by the board of directors with investigating any complaint registered with the board of directors, or any officer, by any member or officer or director or individual served by this corporation.Membership classes shall be as follows:1) MEMBER-IN-GOOD-STANDING. Members in good standing have full privileges and voting rights as described in the bylaws of this corporation.2) NON-VOTING. Members unable to satisfy the voting rights requirements as prescribed in the bylaws of this corporation or those individuals under the age of eighteen (18), shall be classified as non-voting members.3) PROBATIONARY STATUS. Members who have been subject to sanctions by action of the board of directors according to the bylaws of this corporation shall be classified as probationary and shall lose all voting rights until such action of the board reinstates a membership in good standing.4) MENTOR. Members whose principal association with this corporation involves mentoring or service to the organization from their experience in a musical or related capacity shall be classified as mentor members. Voting rights are not conveyed and regular membership qualifications may be waived.5) PATRON. Any membership principally honorary in nature due to an extraordinary contribution of service or advocacy, or financial contribution of more than two percent (2%) of the current combined five year gross receipts, as defined by Internal Revenue Codes and reported in the annual reports of this corporation, or five thousand dollars ($5000) which ever is less. Voting rights MAY OR MAY NOT be conveyed. Admittance to membership in this class is by action of the board of directors only and all other requirements, as prescribed in Sections 2 and 3 of the bylaws of this corporation are suspended. A special designation of “FOUNDING SUPPORTING CONTRIBUTOR,” or similar designation, may be applied during the initial five years of this corporation.SECTION 2. QUALIFICATIONS OF MEMBERSThe qualifications for membership in this corporation are as follows: a) A resident of Mariposa County, This requirement SHALL BE MET;b) Any individual*, or relative of any individual* , in a music education or related program, public or private; *see below for voting rights information.c) Any individual, 18 and over, who demonstrates a shared commitment to the purposes and objectives of this corporation as described in Article 2 of these bylaws,A shared commitment to the purposes of this corporation may be demonstrated by, but not limited to, the following criteria: being a member of a musical performance group; or being an alumnus of a public, or private, school musical performance group; being a member of an organization that supports the arts; or any individual that has provided service to performance-based musical education either inside or outside of Mariposa County.* (SEE SECTION 7 OF ARTICLE 14 OF THESE BYLAWS FOR INFORMATION REGARDING THE VOTING RIGHTS OF INDIVIDUALS UNDER THE AGE OF EIGHTEEN (18) YEARS.)SECTION 3. ADMISSION OF MEMBERSApplicants shall be admitted to membership in this corporationin consideration ofagreement to and completion of, the following:1) Sign the corporate membership register which shall be kept in the Official Corporate Records Book, AND provide personal information required for corporate membership disclosure and notification purposes as detailed in the bylaws of this corporation, as required of this corporation by law.2) Agree to abide by the policies of this corporation that govern the behavior of members in the presence of, and the interactions of our membership with, the minors that we serve, AND sign the Code of Conduct form detailing these policies.3) Sign the "Notice of Members' Voting Rights" disclosure report, as prepared by the secretary of this corporation according to the bylaws of this corporation, indicating that notice of voting rights has been delivered as required by law.4) Pay annual membership dues, if any, according to the bylaws of this corporation.SECTION 4. FEES, DUES, AND ASSESSMENTS(a) The following fee shall be charged for making application for membership in the corporation: No fee is applicable at this time.(b) The annual dues payable to the corporation by members shall be: $5 (FIVE DOLLARS) PER MEMBER.(c) The Executive Committee of the Board of Directors of this corporation MAY waive the annual membership dues for any member for whom the membership dues would be a financial hardship, or for any member, or membership class existing to signify either significant service or contribution to this corporation.(d) Memberships shall be nonassessable.SECTION 5. NUMBER OF MEMBERSThere is no limit on the number of members the corporation may admit.SECTION 6. MEMBERSHIP BOOKThe corporation shall keep a membership book containing the name and address of each member. Termination of the membership of any member shall be recorded in the book, together with the date of termination of such membership. Such book shall be kept at the corporation's principal office and shall be available for inspection by any director or member of the corporation during regular business hours.The record of names and addresses of the members of this corporation shall constitute the membership list of this corporation and shall not be used, in whole or part, by any person for any purpose not reasonably related to a member's interest as a member.SECTION 7. NONLIABILITY OF MEMBERSA member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.SECTION 8. NONTRANSFERABILITY OF MEMBERSHIPSNo member may transfer a membership or any right arising therefrom. All rights of membership cease upon the member's death.SECTION 9. TERMINATION OF MEMBERSHIP(a) Grounds for Termination. The membership of a member shall terminate upon the occurrence of any of the following events: (1) Upon his or her notice of such termination delivered to the president or secretary of the corporation personally or by mail, such membership to terminate upon the date of delivery of the notice or date of deposit in the mail. (2) Upon a determination by the board of directors, or 2/3 vote of the full membership, that the member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the corporation. (3) If this corporation has provided for the payment of dues by members, upon a failure to renew his or her membership by paying dues on or before their due date, such termination to be effective thirty (30) days after a written notification of delinquency is given personally or mailed to such member by the secretary of the corporation. A member may avoid such termination by paying the amount of delinquent dues within a thirty - (30) day period following the member's receipt of the written notification of delinquency.(b) Procedure for Expulsion. Following the determination that a member should be expelled under subparagraph (a)(2) of this section, the following procedure shall be implemented: (1) A notice shall be sent by first-class or registered mail to the last address of the member as shown on the corporation's records, setting forth the expulsion and the reasons therefor. Such notice shall be sent at least fifteen (15) days before the proposed effective date of the expulsion. (2) The member being expelled shall be given an opportunity to be heard, either orally or in writing, at a hearing to be held not less than five (5) days before the effective date of the proposed expulsion. The hearing will be held by the board of directors in accordance with the quorum and voting rules set forth in these bylaws applicable to the meetings of the board. The notice to the member of his or her proposed expulsion shall state the date, time, and place of the hearing on his or her proposed expulsion. (3) Following the hearing, the board of directors shall decide whether or not the member should in fact be expelled, suspended, or sanctioned in some other way. The decision of the board shall be final. Suspension or sanctioning of a member shall cause a member’s class to be changed to Probationary Status. The removal of probationary status is at the discretion of the board. (4) If this corporation has provided for the payment of dues by members, any person expelled from the corporation shall receive a refund of dues already paid. The refund shall be prorated to return only the unaccrued balance remaining for the period of the dues payment.(c) Protections for Whistleblowers Exposure of wrongdoing, known as whistleblowing, shall not be deemed grounds for termination, sanctions, expulsion, or negative action of any kind. No director, officer, committee member, or regular member shall , in any way, impede, prevent or suppress any action that could reasonably be construed as whistleblowing. Any and all reports of whistleblowing shall be investigated by an independent, internal affairs committee nominated and elected by a vote of the membership at a regular or special meeting.SECTION 10. RIGHTS ON TERMINATION OF MEMBERSHIPAll rights of a member in the corporation shall cease on termination of membership as herein provided.SECTION 11. AMENDMENTS RESULTING IN THE TERMINATION OF MEMBERSHIPSNotwithstanding any other provision of these bylaws, if any amendment of the articles of incorporation or of the bylaws of this corporation would result in the termination of all memberships or any class of memberships, then such amendment or amendments shall be effected only in accordance with the provisions of Section 5342 of the California Nonprofit Public Benefit Corporation Law.ARTICLE 14MEETINGS OF MEMBERSSECTION 1. PLACE OF MEETINGSMeetings of members shall be held at the principal office of the corporation or at such other place or places within or without the State of California as may be designated from time to time by resolution of the board of directors.SECTION 2. ANNUAL AND OTHER REGULAR MEETINGSThe members shall meet annually on the second Tuesday in may in each year, at 6 pM, for the purpose of electing directors and officers and transacting other business as may come before the meeting. Cumulative voting for the election of directors shall not be permitted. The candidates receiving the highest number of votes up to the number of directors, or for specific officers, to be elected shall be elected, except as modified in Article 2 Section 4 and other related sections of these bylaws,. Each voting member shall cast one vote, with voting being by ballot only. The annual meeting of members for the purpose of electing directors and officers shall be deemed a regular meeting and any reference in these bylaws to regular meetings of members refers to this annual meeting.Other regular meetings of the members shall be held on the second Tuesday of each month, at 6 pM IN THE MARIPOSA COUNTY HIGH SCHOOL BAND ROOM.If the day fixed for the annual meeting or other regular meetings falls on a legal holiday, such meeting shall be held at the same hour and place on the next business day.SECTION 3. SPECIAL MEETINGS OF MEMBERS(a) Persons Who May Call Special Meetings of Members. Special meetings of the members shall be called by the board of directors, the chairperson of the board, or the president of the corporation. In addition, special meetings of the members for any lawful purpose may be called by five percent (5%) or more of the members.SECTION 4. NOTICE OF MEETINGSIF ELECTRONIC MAIL IS USED FOR NOTIFICATIONS, THE “B.C.C.”. BLIND CARBON COPY, METHOD OF FORWARDING SHALL BE USED TO SAFEGUARD MEMBERS’ ADDRESSES. FOR THE PURPOSES OF THIS SECTION, NOTICE BY ELECTRONIC MAIL OR FAX SHALL BE DEEMED ACCEPTABLE.(a) Time of Notice. Whenever members are required or permitted to take action at a meeting, a written notice of the meeting shall be given by the secretary of the corporation not less than ten (10) nor more than ninety (90) days before the date of the meeting to each member who, on the record date for the notice of the meeting, is entitled to vote thereat, provided, however, that if notice is given by mail, and the notice is not mailed by first-class, registered, or certified mail, that notice shall be given twenty (20) days before the meeting.(b) Manner of Giving Notice. Notice of a members' meeting or any report shall be given either personally or by mail or other means of written communication, addressed to the member at the address of such member appearing on the books of the corporation or given by the member to the corporation for the purpose of notice; or if no address appears or is given, at the place where the principal office of the corporation is located or by publication of notice of the meeting at least once in a newspaper of general circulation in the county in which the principal office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication.(c) Contents of Notice. Notice of a membership meeting shall state the place, date, and time of the meeting and (1) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) in the case of a regular meeting, those matters which the board, at the time notice is given, intends to present for action by the members. Subject to any provision to the contrary contained in these bylaws, however, any proper matter may be presented at a regular meeting for such action. The notice of any meeting of members at which directors are to be elected shall include the names of all those who are nominees at the time notice is given to members.(d) Notice of Meetings Called by Members. If a special meeting is called by members as authorized by these bylaws, the request for the meeting shall be submitted in writing, specifying the general nature of the business proposed to be transacted and shall be delivered personally or sent by registered mail or by telegraph to the chairperson of the board, president, vice president, or secretary of the corporation. The officer receiving the request shall promptly cause notice to be given to the members entitled to vote that a meeting will be held, stating the date of the meeting. The date for such meeting shall be fixed by the board and shall not be less than thirty-five (35) nor more than ninety (90) days after the receipt of the request for the meeting by the officer. If the notice is not given within twenty (20) days after the receipt of the request, persons calling the meeting may give the notice themselves.(e) Waiver of Notice of Meetings. The transactions of any meeting of members, however called and noticed, and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Waiver of notices or consents need not specify either the business to be transacted or the purpose of any regular or special meeting of members, except that if action is taken or proposed to be taken for approval of any of the matters specified in subparagraph (f) of this section, the waiver of notice or consent shall state the general nature of the proposal.(f) Special Notice Rules for Approving Certain Proposals. If action is proposed to be taken or is taken with respect to the following proposals, such action shall be invalid unless unanimously approved by those entitled to vote or unless the general nature of the proposal is stated in the notice of meeting or in any written waiver of notice:1. Removal of directors without cause;2. Filling of vacancies on the board by members;3. Amending the articles of incorporation; and4. An election to voluntarily wind up and dissolve the corporation.SECTION 5. QUORUM FOR MEETINGSA quorum shall consist of 45% of the voting membership if proxy voting is in effect for the meeting in question, or 11 members present, of the voting members of the corporation.The members present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of members from the meeting provided that any action taken after the loss of a quorum must be approved by at least a majority of the members required to constitute a quorum.In the absence of a quorum, any meeting of the members may be adjourned from time to time by the vote of a majority of the votes represented in person or by proxy at the meeting, but no other business shall be transacted at such meeting.When a meeting is adjourned for lack of a sufficient number of members at the meeting or otherwise, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting other than by announcement at the meeting at which the adjournment is taken of the time and place of the adjourned meeting. However, if after the adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member who, on the record date for notice of the meeting, is entitled to vote at the meeting. A meeting shall not be adjourned for more than forty-five (45) days.Notwithstanding any other provision of this article, if this corporation authorizes members to conduct a meeting with a quorum of less than one-third (1/3) of the voting power, then, if less than one-third (1/3) of the voting power actually attends a regular meeting, in person or by proxy, no action may be taken on a matter unless the general nature of the matter was stated in the notice of the regular meeting.SECTION 6. MAJORITY ACTION AS MEMBERSHIP ACTIONEvery act or decision done or made by a majority of voting members present in person or by proxy at a duly held meeting at which a quorum is present is the act of the members, unless the law, the Articles of Incorporation of this corporation, or these bylaws require a greater number.SECTION 7. VOTING RIGHTSEach member is entitled to one vote on each matter submitted to a vote by the members. Voting at duly held meetings shall be by voice vote. Election of directors, however, shall be by ballot.A legal member may maintain membership in good standing by adhering to the membership provisions of these bylaws and by participating in the furtherance of the purposes and objectives of this corporation. Attendance at membership meetings is strongly encouraged. Voting by proxy, when attendance at membership meetings is not possible, is strongly encouraged. A lack of participation may result in a member’s being classified as NON-VOTING. Voting rights shall be reinstated upon commencement of participation.Any Mariposa County High School Grizzly Band member, upon satisfying the other requirements for voting as a member of this corporation, as specified in these bylaws, may sustain full voting rights not withstanding age.SECTION 8. PROXY VOTINGMembers entitled to vote shall be permitted to vote or act by proxy. If membership voting by proxy is not allowed by the preceding sentence, no provision in this or other sections of these bylaws referring to proxy voting shall be construed to permit any member to vote or act by proxy.If membership voting by proxy is allowed, members entitled to vote shall have the right to vote either in person or by a written proxy executed by such person or by his or her duly authorized agent and filed with the secretary of the corporation, provided, however, that no proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy. In any case, however, the maximum term of any proxy shall be three (3) years from the date of its execution. No proxy shall be irrevocable and may be revoked following the procedures given in Section 5613 of the California Nonprofit Public Benefit Corporation Law.If membership voting by proxy is allowed, all proxies shall state the general nature of the matter to be voted on and, in the case of a proxy given to vote for the election of directors, shall list those persons who were nominees at the time the notice of the vote for election of directors was given to the members. In any election of directors, any proxy which is marked by a member "withhold" or otherwise marked in a manner indicating that the authority to vote for the election of directors is withheld shall not be voted either for or against the election of a director.If membership voting by proxy is allowed, proxies shall afford an opportunity for the member to specify a choice between approval and disapproval for each matter or group of related matters intended, at the time the proxy is distributed, to be acted upon at the meeting for which the proxy is solicited. The proxy shall also provide that when the person solicited specifies a choice with respect to any such matter, the vote shall be cast in accordance therewith.Electronic mail, or FAX, shall constitute a written proxy if returned to the VP of Communications according to the rules established on the proxy statement and an authorization to permit such electronic proxy voting exists for the member submitting the proxy as established by the provisions of this Section.SECTION 9. CONDUCT OF MEETINGSMeetings of members shall be presided over by the chairperson of the board, or, if there is no chairperson, by the president of the corporation or, in his or her absence, by the vice president of the corporation or, in the absence of all of these persons, by a chairperson chosen by a majority of the voting members, present in person or by proxy. The secretary of the corporation shall act as secretary of all meetings of members, provided that, in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting.Meetings shall be governed by Robert‘s rules of order, newly revised, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these bylaws, with the articles of incorporation of this corporation, or with any provision of law.SECTION 10. ACTION BY WRITTEN BALLOT WITHOUT A MEETINGAny action which may be taken at any regular or special meeting of members may be taken without a meeting if the corporation distributes a written ballot to each member entitled to vote on the matter. The ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of each proposal, provide that where the person solicited specifies a choice with respect to any such proposal the vote shall be cast in accordance therewith, and provide a reasonable time within which to return the ballot to the corporation. Ballots shall be mailed or delivered in the manner required for giving notice of meetings specified in Section 4(b) of this article.All written ballots shall also indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election of directors, shall state the percentage of approvals necessary to pass the measure submitted. The ballots must specify the time by which they must be received by the corporation in order to be counted.Approval of action by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.Directors may be elected by written ballot. Such ballots for the election of directors shall list the persons nominated at the time the ballots are mailed or delivered. If any such ballots are marked "withhold" or otherwise marked in a manner indicating that the authority to vote for the election of directors is withheld, they shall not be counted as votes either for or against the election of a director.A written ballot may not be revoked after its receipt by the corporation or its deposit in the mail, whichever occurs first.SECTION 11. REASONABLE NOMINATION AND ELECTION PROCEDURESThis corporation shall make available to members reasonable nomination and election procedures with respect to the election of directors by members. Such procedures shall be reasonable given the nature, size, and operations of the corporation, and shall include:(a) A reasonable means of nominating persons for election as directors.(b) A reasonable opportunity for a nominee to communicate to the members the nominee's qualifications and the reasons for the nominee's candidacy.(c) A reasonable opportunity for all nominees to solicit votes.(d) A reasonable opportunity for all members to choose among the nominees.Upon the written request by any nominee for election to the board and the payment with such request of the reasonable costs of mailing (including postage), the corporation shall, within ten (10) business days after such request (provided payment has been made) mail to all members or such portion of them that the nominee may reasonably specify, any material which the nominee shall furnish and which is reasonably related to the election, unless the corporation within five (5) business days after the request allows the nominee, at the corporation's option, the right to do either of the following:1. inspect and copy the record of all members' names, addresses, and voting rights, at reasonable times, upon five (5) business days' prior written demand upon the corporation, which demand shall state the purpose for which the inspection rights are requested; or2. obtain from the secretary, upon written demand and payment of a reasonable charge, a list of the names, addresses, and voting rights of those members entitled to vote for the election of directors, as of the most recent record date for which it has been compiled or as of any date specified by the nominee subsequent to the date of demand.The demand shall state the purpose for which the list is requested and the membership list shall be made available on or before the later of ten (10) business days after the demand is received or after the date specified therein as the date as of which the list is to be compiled.If the corporation distributes any written election material soliciting votes for any nominee for director at the corporation's expense, it shall make available, at the corporation's expense, to each other nominee, in or with the same material, the same amount of space that is provided any other nominee, with equal prominence, to be used by the nominee for a purpose reasonably related to the election.Generally, any person who is qualified to be elected to the board of directors shall be nominated at the annual meeting of members held for the purpose of electing directors by any member present at the meeting in person or by proxy. However, if the corporation has five hundred (500) or more members, any of the additional nomination procedures specified in subsections (a) and (b) of Section 5221 of the California Nonprofit Public Benefit Corporation Law may be used to nominate persons for election to the board of directors.If this corporation has five thousand (5,000) or more members, then the nomination and election procedures specified in Section 5522 of the California Nonprofit Corporation Law shall be followed by this corporation in nominating and electing persons to the board of directors.SECTION 12. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETINGExcept as otherwise provided in these bylaws, any action required or permitted to be taken by the members may be taken without a meeting, if all members shall individually or collectively consent in writing to the action. The written consent or consents shall be filed with the minutes of the proceedings of the members. The action by written consent shall have the same force and effect as the unanimous vote of the members.SECTION 13. RECORD DATE FOR MEETINGSThe record date for purposes of determining the members entitled to notice, voting rights, written ballot rights, or any other right with respect to a meeting of members or any other lawful membership action, shall be fixed pursuant to Section 5611 of the California Nonprofit Public Benefit Corporation Law.WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWSWe, the undersigned, are all of the persons acting as the initial directors of Mariposa county high school grizzly band boosters, inc, a California nonprofit corporation, and, pursuant to the authority granted to the directors by these bylaws to take action by unanimous written consent without a meeting, consent to, and hereby do, adopt the foregoing bylaws, consisting of 44 pages, as the bylaws of this corporation.Dated: July 12, 2011 ________________________ Melynda Curti, Director Officer, Mariposa County High School Band Boosters,Inc. ________________________ &nbsp